SHIPBUILDING CONTRACT FOR CONSTRUCTION OF ONE 114,000 DWT PRODUCT/ CRUDE OIL TANKER (HULL NO. H1596) BETWEEN SRI LANKA SHIPPING COMPANY INC. as BUYER and CHINA SHIPBUILDING TRADING COMPANY LIMITED and SHANGHAI WAIGAOQIAO SHIPBUILDING COMPANY LIMITED...

CONTENTS
ARTICLE	PAGE NO.
ARTICLE I DESCRIPTION AND CLASS	2
1. DESCRIPTION:	2
2. CLASS AND RULES	2
3. PRINCIPAL PARTICULARS AND DIMENSIONS OF THE VESSEL	3
4. GUARANTEED SPEED	4
5. GUARANTEED FUEL CONSUMPTION	4
6. GUARANTEED DEADWEIGHT	4
7. SUBCONTRACTING:	5
8. REGISTRATION:	5
ARTICLE II CONTRACT PRICE & TERMS OF PAYMENT	6
1. CONTRACT PRICE:	6
2. CURRENCY:	6
3. TERMS OF PAYMENT:	6
4. METHOD OF PAYMENT:	8
5.  PREPAYMENT:	9
6. SECURITY FOR PAYMENT OF INSTALMENTS BEFORE DELIVERY:	9
7. REFUNDS	10
ARTICLE III ADJUSTMENT OF THE CONTRACT PRICE	11
1. DELIVERY	11
2. INSUFFICIENT SPEED	12
3. EXCESSIVE FUEL CONSUMPTION	13
4. DEADWEIGHT	14
5. EFFECT OF RESCISSION	15
ARTICLE IV SUPERVISION AND INSPECTION	16
1. APPOINTMENT OF THE BUYER'S SUPERVISOR	16
2. COMMENTS TO PLANS AND DRAWINGS	16
3. SUPERVISION AND INSPECTION BY THE SUPERVISOR	17
4. LIABILITY OF THE SELLER	18
5. SALARIES AND EXPENSES	18
6. REPLACEMENT OF SUPERVISOR	19
ARTICLE V MODIFICATION,CHANGES AND EXTRAS	20
1. HOW EFFECTED	20
2. CHANGES IN RULES AND REGULATIONS, ETC.	21
3. SUBSTITUTION OF MATERIALS AND/OR EQUIPMENT	22
4. BUYER'S SUPPLIED ITEMS	22
ARTICLE VI TRIALS	24
1. NOTICE	24
2. HOW CONDUCTED	25
3. TRIAL LOAD DRAFT	25
4. METHOD OF ACCEPTANCE OR REJECTION	26
5. DISPOSITION OF SURPLUS CONSUMABLE STORES	26
6. EFFECT OF ACCEPTANCE	27
ARTICLE VII DELIVERY	28
1. TIME AND PLACE	28
2. WHEN AND HOW EFFECTED	28
3. DOCUMENTS TO BE DELIVERED TO THE BUYER	28
4. TITLE AND RISK	30

5. REMOVAL OF VESSEL	30
6. TENDER OF THE VESSEL	30
ARTICLE VIII DELAYS & EXTENSION OF TIME FOR DELIVERY	31
1. CAUSE OF DELAY	31
2. NOTICE OF DELAY	31
3. RIGHT TO CANCEL FOR EXCESSIVE DELAY	32
4. DEFINITION OF PERMISSIBLE DELAY	32
ARTICLE IX WARRANTY OF QUALITY	33
1. GUARANTEE OF MATERIAL AND WORKMANSHIP	33
2. NOTICE OF DEFECTS	33
3. REMEDY OF DEFECTS	33
4. EXTENT OF THE SELLER'S LIABILITY	35
ARTICLE X CANCELLATION, REJECTION AND RESCISSION BY THE BUYER	36
ARTICLE XI BUYER'S DEFAULT	38
1. DEFINITION OF DEFAULT	38
2. NOTICE OF DEFAULT	38
3. INTEREST AND CHARGE	39
4. DEFAULT BEFORE DELIVERY OF THE VESSEL	39
5. SALE OF THE VESSEL	40
ARTICLE XII INSURANCE	42
1. EXTENT OF INSURANCE COVERAGE	42
2. APPLICATION OF RECOVERED AMOUNT	42
3. TERMINATION OF THE SELLER'S OBLIGATION TO INSURE	43
ARTICLE XIII DISPUTES AND ARBITRATION	44
1. PROCEEDINGS	44
2. ALTERNATIVE ARBITRATION BY AGREEMENT	44
3. NOTICE OF AWARD	45
4. EXPENSES	45
5. AWARD OF ARBITRATION	45
6. ENTRY IN COURT	45
7. ALTERATION OF DELIVERY DATE	45
ARTICLE XIV RIGHT OF ASSIGNMENT	46
ARTICLE XV TAXES AND DUTIES	47
1. TAXES	47
2. DUTIES	47
ARTICLE XVI PATENTS, TRADEMARKS AND COPYRIGHTS	48
ARTICLE XVII NOTICE	49
ARTICLE XVIII EFFECTIVE DATE OF CONTRACT	51
ARTICLE XIX INTERPRETATION	52
1. LAW APPLICABLE	52
2. DISCREPANCIES	52
3. DEFINITION	52
4. ENTIRE AGREEMENT	52
ARTICLE XX SANCTIONS	53
EXHIBIT "A" : IRREVOCABLE LETTER OF GUARANTEE NO.	56
EXHIBIT "B" IRREVOCABLE LETTER OF GUARANTEE	59

(a) Hull:
Length overall	abt. 249.95m
Length between perpendiculars	243.95m
Breadth moulded	44.00m
Depth moulded	21.20m
Design Draft moulded	13.50m
▇▇▇▇▇▇▇▇▇ Draft moulded	15.00m

(a)	No adjustment shall be made, and the Contract Price shall remain unchanged for Thirty (30) calendar days of delay in delivery of the VESSEL beyond the Delivery Date as defined in Article VII hereof ending as of twelve o'clock midnight of the Thirtieth (30th) day of delay.

(b)

If the delivery of the VESSEL is delayed more than Thirty (30) calendar days after the date as defined in Article VII hereof, then, in such event, beginning at twelve o'clock midnight of the Thirtieth (30th) day after the Delivery Date, the Contract Price of the VESSEL shall be reduced by deducting therefrom the sum of United States Dollars Fifteen Thousand only (US$ 15,000) per day. Unless the parties hereto agree otherwise, the total reduction in the Contract Price shall be deducted from the fifth instalment of the Contract Price and in any event (including the event that the BUYER consents to take the VESSEL at the later delivery date after the expiration of Two Hundred and Ten (210) calendar days delay of delivery as described in Paragraph 1(c) of this Article or after the expiration days delay of delivery as described in Paragraph 3 of Article VIII) shall not be more than One Hundred and Eighty (180) calendar days at the above specified rate of reduction after the Thirty (30) calendar days allowance, that is United States Dollars Two Million Seven Hundred Thousand  (US$ 2,700,000) being the maximum.

(c)

If the delay in the delivery of the VESSEL continues for a period of Two Hundred and Ten (210) calendar days after the Delivery Date as defined in Article VII, then in such event, the BUYER may, at its option, rescind or cancel this Contract in accordance with the provisions of Article X of this Contract. The SELLER may at any time after the expiration of the aforementioned Two Hundred and Ten (210) calendar days, if the BUYER has not served notice of cancellation pursuant to Article X, notify the BUYER of the date upon which the SELLER estimates the VESSEL will be ready for delivery and demand in writing that the BUYER make an election, in which case the BUYER shall, within thirty (30) calendar days after such demand is received by the BUYER, either notify the SELLER of its decision to cancel this Contract, or consent to take delivery of the VESSEL at an agreed future date, it being understood and agreed by the parties hereto that, if the VESSEL is not delivered by such future date, the BUYER shall have the same right of cancellation upon the same terms, as hereinabove provided.

(c)

If as determined by shop trial such actual fuel consumption of the Main Engine is more than ten percent (10%) in excess of the guaranteed fuel consumption, i.e. the fuel consumption exceeds 170.28gram/KW/hour, the BUYER may, subject to the BUILDER’s right to effect replacement of  a substitute engine or alterations of corrections as specified in the following sub-paragraph of Article III 3 (c) hereof,  at its option,  rescind this Contract, in accordance with the provisions of Article X of this Contract or may accept the VESSEL at a reduction in the Contract Price by United States Dollars Two Hundred and Forty Thousand (US$240,000) being the maximum. If as determined by shop trial such actual fuel consumption of the Main Engine is more than ten percent (10%) in excess of the guaranteed fuel consumption, i.e. the fuel consumption exceeds 170.28gram/KW/hour, the BUILDER may investigate the cause of the non-conformity and the proper steps may promptly be taken to remedy the same and to make whatever corrections and alterations and/or re-shop trial test or tests as may be necessary to correct such non-conformity without extra cost to the BUYER. Upon completion of such alterations or corrections of such nonconformity, the BUILDER shall promptly perform such further shop trials or any other tests, as may be deemed necessary to prove the fuel consumption of the Main Engine’s conformity with the requirement of this Contract and the Specifications and if found to be satisfactory, give the BUYER notice by e-mail of such correction and as appropriate, successful completion accompanied by copies of such results, and the BUYER shall, within six (6) Banking Days after receipt of such notice, notify the BUILDER by e-mail of its acceptance or reject the re-shop trial together with the reasons therefor. If the BUYER fails to notify the BUILDER by e-mail of its acceptance or rejection of the re-shop trial together with the reasons therefor within six (6) Banking Days period as provided herein, the BUYER shall be deemed to have accepted the shop trial.

(1)

If, after the date of signing of this Contract, any requirements as to the rules and regulations as specified in this Contract and the Specifications to which the construction of the VESSEL is required to conform, are altered or changed by the Classification Society or the other regulatory bodies authorized to make such alterations or changes, the SELLER and/or the BUYER, upon receipt of the notice thereof, shall exchange such information in full with each other in writing, whereupon within twenty-one (21) calendar days after receipt of the said notice by the BUYER from the SELLER or vice versa, the BUYER shall instruct the SELLER in writing as to the alterations or changes, if any, to be made in the VESSEL which the BUYER, in its sole discretion, shall decide. The SELLER shall promptly comply with such alterations or changes, if any in the construction of the VESSEL, provided that the BUYER shall first agree:

(c)	As to any increase or decrease in the guaranteed deadweight, fuel consumption and speed of the VESSEL, if such compliance results in increased or reduced deadweight, fuel consumption and speed; and/or

(e)	If the price is to be increased, then, in addition, as to providing to the SELLER additional securities satisfactory to the SELLER.

(2)

If, due to whatever reasons, the parties fail to agree on the adjustment of the Contract Price or extension of the time for delivery or increase or decrease of the guaranteed speed, fuel consumption and deadweight or providing additional security to the SELLER or any alternation of the terms of this Contract, if any, then, provided that the alterations or changes are not compulsory, the SELLER shall be entitled to proceed with the construction of the VESSEL in accordance with, and the BUYER shall continue to be bound by, the terms of this Contract and Specifications without making any such alterations or changes.

(d)	Any dispute arising among the parties hereto as to the result of any Trial Run or further tests or trials, as the case may be, of the VESSEL shall be solved by reference to arbitration as provided in Article XIII hereof.

(e)

Nothing herein shall preclude the BUYER from accepting the VESSEL with its qualifications and/or remarks following the Trial Run and/or further tests or trials as aforesaid and the SELLER shall be obliged to comply with and/or remove such qualifications and/or remarks (if such qualifications and/or remarks are acceptable to the SELLER) at the time before effecting delivery of the VESSEL to the BUYER under this Contract.

i)

the SELLER shall for its own account remedy the deficiency and fulfil the requirements as soon as possible, or

ii)

if elimination of such deficiencies will affect timely delivery of the VESSEL, then the SELLER shall  indemnify the BUYER for any direct cost reimbursement in association with remedying these minor non-conformities elsewhere from China as a consequence thereof, excluding, however, loss of time and/or loss of profit.)

(i)

BILL OF SALE made by the SELLER.

(a)

The SELLER shall remedy, at its expense, any defects, against which the VESSEL is guaranteed under this Contract, by making all necessary repairs and/or replacements at the Shipyard or elsewhere as provided for in 3(b) below. In either case whether all necessary repairs or replacements are performed by the SELLER at its shipyard or elsewhere as provided for in 3(b) below, the SELLER shall not be responsible for towage, dockage, wharfage, port charges and anything else incurred for the Buyer’s getting and keeping the VESSEL ready for such repairing and replacing.

2.

Thereupon the SELLER shall refund in United States dollars within thirty (30) business days immediately after cancellation and/or rescission of the Contract to the BUYER the full amount of all installments and sums already paid by the BUYER to the SELLER on account of the VESSEL, unless the SELLER disputes the BUYER's cancellation and/or rescission by commencing arbitration procedures in accordance with Article XIII. If the BUYER's cancellation or rescission of this Contract is disputed by the SELLER by instituting arbitration as aforesaid, then no refund shall be made by the SELLER, and the BUYER shall not be entitled to demand repayment from SELLER’s Bank under its guarantee, until the arbitration award between the BUYER and the SELLER or, in case of appeal or appeals by the SELLER on the arbitration award or any court orders, by the final court order, which shall be in favour of the BUYER, declaring the BUYER's cancellation and/or rescission justified, is made and delivered to the SELLER by the arbitration tribunal. In the event of the SELLER is obligated to make refund, the SELLER shall pay the BUYER interest in United States Dollars at the rate of Five percent (5%), if the cancellation or rescission of the Contract is exercised by the BUYER in accordance with the provision of Article III 1(c), 2(c), 3(c) or 4(c) hereof, on the amount required herein to be refunded to the BUYER computed from the respective dates when such sums were received by SELLER’s bank pursuant to Article II 4(b), 4(c) or 4(d) from the BUYER to the date of remittance by telegraphic transfer of such refund to the BUYER by the SELLER, provided, however, that if the said rescission by the BUYER is made under the provisions of Paragraph 3 of Article VIII or Paragraph 2 (b) of Article XII, then in such event the SELLER shall not be required to pay any interest.

(b)

In any event of default by the BUYER under 1 (a) or 1 (b) or 1 (c) or 1 (d) above, the BUYER shall also pay all reasonable direct costs, charges and expenses  incurred by the SELLER in consequence of such default, but excluding any indirect or consequential losses, damages or expenses.

(a)

If any default by the BUYER occurs as defined in Paragraph 1 (a) or 1 (b) or 1 (c) or 1 (d) of this Article, the Delivery Date shall, at the SELLER's option, be postponed for a period of continuance of such default by the BUYER.

(b)

If any such default as defined in Paragraph 1 (a) or 1 (b) or 1 (c) or 1 (d) of this Article committed by the BUYER continues for a period of fifteen (15) calendar days, then, the SELLER shall have all following rights and remedies:

(i)

The SELLER may, at its option, cancel or rescind this Contract, provided the SELLER has notified the BUYER of such default pursuant to Paragraph 2 of this Article, by giving notice of such effect to the BUYER by e-mail. Upon receipt by the BUYER of such e-mail notice of cancellation or rescission, all of the BUYER's Supplies shall forthwith become the sole property of the SELLER, and the VESSEL and all its equipment and machinery shall be at the sole disposal of the SELLER for sale or otherwise; and

(ii)

In the event of such cancellation or rescission of this Contract, the SELLER shall be entitled to retain any instalment or instalments of the Contract Price paid by the BUYER to the SELLER on account of this Contract; and

(iii)

(Applicable to any BUYER's default defined in 1(a) of this Article) The SELLER shall, without prejudice to the SELLER's right to recover from the BUYER the 5th instalment, interest, costs and/or expenses by applying the proceeds to be obtained by sale of the VESSEL in accordance with the provisions set out in this Contract, have the right to declare all unpaid 1st, 2nd, 3rd and 4th instalments to be forthwith due and payable, and upon such declaration, the SELLER shall have the right to immediately demand the payment of the aggregate amount of all unpaid  but due 1st, 2nd, 3rd and 4th instalments, as the case may be, from the Payment Guarantor in accordance with the terms and conditions of this Contract and of the Payment Guarantee issued by the Payment Guarantor.

(a)

In the event of cancellation or rescission of this Contract as above provided, the SELLER shall have full right and power either to complete or not to complete the VESSEL as it deems fit, and to sell the VESSEL at a public or private sale on such terms and conditions as the SELLER thinks fit without being answerable for any loss or damage occasioned to the BUYER thereby. In the case of sale of the VESSEL, the SELLER shall give e-mail or written notice to the BUYER.

(b)

In the event of the sale of the VESSEL in its completed state, the proceeds of sale received by the SELLER shall be applied firstly to payment of all expenses attending such sale and otherwise incurred by the SELLER as a result of the BUYER's default, and then to payment of all unpaid installments and/or unpaid balance of the Contract Price and interest on such installment at the interest rate as specified in the relevant provisions set out above from the respective due dates thereof to the date of application.

(c)

In the event of the sale of the VESSEL in its incomplete state, the proceeds of sale received by the SELLER shall be applied firstly to all expenses attending such sale and otherwise incurred by the SELLER as a result of the BUYER's default, and then to payment of all costs of construction of the VESSEL (such costs of construction, as herein mentioned, shall include but are not limited to all costs of labour and/or prices paid or to be paid by CSTC and/or the BUILDER for the equipment and/or technical design and/or materials purchased or to be purchased, installed and/or to be installed on the VESSEL) and/or any fees, charges, expenses and/or royalties incurred and/or to be incurred for the VESSEL less the installments so retained by the SELLER, and compensation to the SELLER for a reasonable sum of loss of profit due to the cancellation or rescission of this Contract.

(d)

In either of the above events of sale, if the proceed of sale exceeds the total of the amounts to which such proceeds are to be applied as aforesaid, the SELLER shall promptly pay the excesses to the BUYER without interest, provided, however that the amount of each payment to the BUYER shall in no event exceed the total amount of installments already paid by the BUYER and the cost of the BUYER's Supplied Items, if any.

(e)

If the proceed of sale are insufficient to pay such total amounts payable as aforesaid, the BUYER shall promptly pay the deficiency to the SELLER upon request.

Within thirty (30) calendar days after receiving e-mail notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER by e-mail of its agreement or disagreement under this sub‑paragraph. In the event the BUYER fails to so notify the SELLER, then such failure shall be construed as a disagreement on the part of the BUYER. This Contract shall be deemed as rescinded and canceled and the Paragraph 2 (b) (ii) of this Article shall apply.

The SELLER's obligation to insure the VESSEL hereunder shall cease and terminate forthwith upon delivery thereof to and acceptance by the BUYER.

a)	The SELLER to provide the Refund Guarantee to the BUYER to cover ▇▇▇▇▇’s first, second, third and fourth instalments in accordance with the terms of Article II paragraph 7 of this Contract;

b)	The BUYER to effect the payment of the first instalment in accordance with the terms of Article II, paragraph 3 (a) and 4 (a) of the Contract;

c)	The BUYER to provide Letter of Guarantees, within five (5)Banking Days from the date of BUYER's receipt of the Refund Guarantee, to the SELLER covering BUYER’s obligation to pay the 2nd, 3rd and 4th instalments as stipulated in Article II, paragraph 6 of this Contract.

The parties hereto agree that the validity and interpretation of this Contract and of each Article and part hereof be governed by and interpreted in accordance with the English Laws.

All general language or requirements embodied in the Specifications are intended to amplify, explain and implement the requirements of this Contract. However, in the event that any language or requirements so embodied in the Specifications permit an interpretation inconsistent with any provision of this Contract, then in each and every such event the applicable provisions of this Contract shall prevail. The Specifications and plans are also intended to explain each other, and anything shown on the plans and not stipulated in the Specifications or stipulated in the Specifications and not shown on the plans, shall be deemed and considered as if embodied in both. In the event of conflict between the Specifications and plans, the Specifications shall govern.

However, with regard to such inconsistency or contradiction between this Contract and the Specifications as may later occur by any change or changes in the Specifications agreed upon by and among the parties hereto after execution of this Contract, then such change or changes shall prevail.

In absence of stipulation of “working day(s)”, "banking day(s)" or "business day(s)", the "day" or "days" shall be taken as "calendar day" or "calendar days".

(a)

Each of the SELLER and the BUYER hereby ensure that at the date of entering into this Contract and continuing until the BUYER has taken delivery of the VESSEL, neither the BUYER nor the SELLER, are designated pursuant to the sanction lists maintained by the Chinese government and/or sanction lists maintained by United Nations and/or EU financial sanctions maintained by the European Commission of European Union and / or the Consolidated List of Financial Sanctions Targets in the UK maintained by UK HM Treasury and/or OFAC’s SDN List maintained by U.S. Government so that this CONTRACT, as a result of the aforesaid sanction, becomes frustrated (“Sanctions”).

(b)	Either party shall notify the other party immediately upon the occurrence of a Sanctions event (the “Sanctions Notice”).

(c)

The Parties shall, from the date of the Sanctions Notice, work together in good faith within 60 days or any longer period as mutually agreed by the Parties to find a mutually acceptable solution (the “Standstill Period”). During the Standstill Period, Each Party shall not be entitled to cancel/rescind this Contract by reason of the Sanctions giving rise to such Standstill Period, unless there is an explicit order or instruction of the official governmental authorities that orders the Parties to do so.

(d)

If the Parties have reached a mutually acceptable solution during the Standstill Period and the Parties confirm to reactivate this Contract, the Delivery Date of the VESSEL shall be automatically extended for a period equal to the period the Contract has been suspended for the reason stated in this Article XX.

(e)	If, on the last day of the Standstill Period, the Parties fail to reach a mutually acceptable solution despite their best endeavours, then:

i)

if the Sanctions event was caused by the SELLER, the BUYER shall have the right to terminate this Contract.

ii)

if the Sanctions event was caused by the BUYER, the SELLER shall have the right to terminate this Contract.

iii)

In the event the BUYER terminates the Contract pursuant to this clause, the SELLER shall refund in United States dollars to the BUYER the full amount of all instalment or instalments paid by the BUYER to the SELLER on account of the VESSEL. In the event the SELLER terminates the Contract pursuant to this clause, the SELLER shall be entitled to retain all instalment or instalments of the Contract Price paid by the BUYER to the SELLER on account of this Contract, which shall therefore become the property of the SELLER and the Vessel shall be at the sole disposal of the SELLER.

THE BUYER : SRI LANKA SHIPPING COMPANY INC.

By : /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇

Name : ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇

Title : Attorney-in-fact

Witness : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇

THE SELLER:

CSTC : China Shipbuilding Trading Company  Limited

By : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name : ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title : Attorney in fact

Witness : /s/ ▇▇▇▇ ▇▇▇▇

THE BUILDER: Shanghai Waigaoqiao Shipbuilding Company Limited

By : /s/ ▇▇ ▇▇▇

Name : ▇▇ ▇▇▇

Title : Attorney in fact

Witness : /s/ ▇▇▇▇ ▇▇▇

(2)

The Instalments guaranteed hereunder, pursuant to the terms of the Shipbuilding Contract, comprise the 2nd installment in the amount of United States Dollars Six Million Four Hundred and Eighty-Four Thousand Five Hundred only (US$ 6,484,500) payable by the BUYER within five (5) Banking Days after cutting of the first steel plate in your BUILDER's Shipyard workshop and the third installment in the amount of United States Dollars Six Million Four Hundred and Eighty-Four Thousand Five Hundred only (US$ 6,484,500) payable by the BUYER within five (5) Banking Days after keel‑laying of the first section of the VESSEL and the fourth installment in the amount of United States Dollars Six Million Four Hundred and Eighty-Four Thousand Five Hundred only (US$ 6,484,500) payable by the BUYER within five (5) Banking Days after launching of the VESSEL .

(5)

We hereby agree that at your option this Guarantee and the undertaking hereunder shall be on an exceptional basis assignable to your financing bank only and if so assigned shall inure to the benefit of your bank as your assignee as if your bank were originally named herein.

(7)

Our obligations under this guarantee shall not be affected or prejudiced by any dispute between you as the SELLER and the BUYER under the Shipbuilding Contract or by the BUILDER's delay in the construction and/or delivery of the VESSEL due to whatever causes or by any variation or extension of their terms thereof or by any security or other indemnity now or hereafter held by you in respect thereof, or by any time or indulgence granted by you or any other person in connection therewith, or by any invalidity or unenforceability of the terms thereof, or by any act, omission, fact or circumstances whatsoever, which could or might, but for the foregoing, diminish in any way our obligations under this Guarantee.

(8)

Any claim or demand shall be in writing signed by one of your authorized officers and may be served on us either by hand or by post and if sent by post to c/o Unitized Ocean Transport Limited, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. & ▇-▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ (or such other address as we may notify to you in writing), or by email (E-mail Address: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), with confirmation in writing.

(9)

This Letter of Guarantee shall come into full force and effect upon delivery to you of this Guarantee and shall continue in force and effect until the VESSEL is delivered to and accepted by the BUYER and the BUYER shall have performed all its obligations for taking delivery thereof or until the full payment of the 2nd, 3rd and 4th Instalment together with the aforesaid interests by the BUYER or us, whichever first occurs.

(b)

Interest, if applicable, at the rate of Five percent (5%) per annum on the Instalment for a period of sixty (60) days in the amount of United States Dollars One Hundred and Fifty-Nine Thousand Eight Hundred and Ninety-Two only (US$ 159,892).

Very Truly Yours
By: